Econocom Group – AGM 19 May 2020
Covid-19 Emergency
In view of the Covid-19 pandemic and the measures and recommendations taken by the public authorities in Europe and Belgium, the Meetings will be organised by videoconference or teleconference.
ANNUAL GENERAL MEETING
Item 6.i: This proposal seeks shareholder approval to re-appoint Mrs. Adeline Challon-Kemoun as director of the Company for a duration of 4 years. Mrs Challon-Kemoun is independent for both the company and ECGS, but she attended 66% of board meetings in 2019 and 40% in 2018, far below the 75%-threshold tolerated by ECGS. We recommend to oppose.
Item 6.iii: Because of his clear long-standing links with the company (ex CFO of Econocom France), Mr. Roesch cannot be considered independent. We recommend to oppose.
Item 7: Jean-Louis Bouchard is proposed as the representative of Econocom International BV, one of the companies controlling Econocom Group, and no longer as a natural person. This decision does not change, in fact, his influence on the company. The introduction of double voting rights, proposed in the extraordinary shareholders' meeting (item 4), does not respect the ³one-share, one-vote´principle. Added to the lack of independence on board (27%), it leads us to recommend shareholders to oppose.
Items 8-9: ECGS considers that the information provided to shareholders is insufficient for assessing the principles, structure, components and the alignment between pay and performance. Accordingly, we recommend shareholders to oppose the LTIs.
EXTRAORDINARY GENERAL MEETING
Item 1: The repurchase authorization exceeds 10% of issued share capital, which does not respect ECGS'guidelines. Furthermore, the requested period of five years seems too long. Hence, we recommend shareholders to oppose.
Items 4-5: The company seeks shareholder approval in order to introduce double voting rights for registered shares held for more than two years. The decision violates the "one-share, one-vote"principle by introducing a new class of multiple voting shares or granting registered shareholders more voting rights. Accordingly, we recommend to oppose.
Econocom Group specializes in the management of IT and telecom infrastructures for businesses throughout Europe, U.S. and China. Co. designs and implements products and services for SMEs, corporations or public authorities. It operates through four complementary businesses: IT products and solutions, distributed infrastructures (outsourcing, maintenance and consulting), telecom services and administrative and financial management of ICT assets. Co.'s business segments are as follows: IT Financial Services; Managed Services; Products and Solutions; and Telecom Services.
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